Leslie Mann On Being Hollywood's Reigning Funny Girl

With her delicate beauty and sharp wit, Leslie Mann is Hollywood's queen of comedy. Married to comic genius Judd Apatow, the couple has launched a thousand jokes—and countless conversations about the human condition.

Leslie Mann turned 40 this year. How does she feel about it? "Ummmmmm...I'm 25," she says, laughs, and then pops a piece of salmon sushi into her mouth to buy herself time. Mann is sitting on a red velvet banquette in the Bar Vendôme of the Ritz Paris, where nostalgia permeates the air, as the iconic hotel is about to close for two years of renovations. In a filmy cashmere sweater, skinny jeans, and slim leather jacket, Mann certainly looks 25. She's been in town for the couture shows, and the paparazzi have photographed her girlish figure clad in Armani, Chanel, and Valentino. Earlier at her ELLE photo shoot, as I stood inches from a computer monitor that flashed each frame as it was shot, the images looked as if they'd been retouched, her creamy, fairy-tale-princess skin almost unbelievably flawless. I had to wonder what her secret was. Could it be...facials? Botox?

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But now, watching a range of complicated emotions flash across her elastic face as she tries to answer my question—What was it like turning 40 in real life, as opposed to on-screen in This Is 40, the December sequel to her hugely popular, star-making turn as Debbie, the hilariously pissed-off older sister in Knocked Up? — it's clear that there's nothing about Mann that is either frozen or paralyzed.

"It's a little scary," she finally says. "It forced me to look at things. Is this what my life is? Is this it? So this is my husband for the rest of my life?" Mann has been married to producer/director Judd Apatow for 15 years, since he, uh, knocked her up with their 14-year-old daughter, Maude. (Maude and her sister, Iris, 9, have played Mann's daughters in Knocked Up, Funny People, and now This Is 40.) "So this is my job for the rest of my life? This is what I became." Mann stares off into the courtyard of the Ritz, as if she still can't quite believe it.

She turns back. "It's not like when you're 20 and you're like, 'I'm moving and I'm doing and anything is possible.' Around this age, it's, 'Okay, this is what life has settled into.' Oh, I'm not...." She throws up her hands, her skin flushes, and her big eyes widen and pool with tears, like a girl in Japanese animation. "I could cry. I don't want to cry in this weird restaurant." She begins laughing and swiping at her eyes.

All grappling with mortality aside, Mann has made impressive use of the past 20 years, rising from doing off-brand nail polish commercials—"It was called Nouvage, and I had to dance to Prince's 'Kiss' on roller skates for the audition," she recalls of one of her first breaks—to "girlfriend" parts in the movies of such big-name comedians as Jim Carrey (The Cable Guy) and Adam Sandler (Big Daddy), to becoming a big-name comedienne herself in her husband's films and in solo projects (The Change-Up, 17 Again, I Love You Phillip Morris).

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But This Is 40 brings her first opportunity to truly star. It's centered more squarely around Mann's character than any of her previous films. Outside of the dependably witty sparks that fly between her and Paul Rudd, the hands-down funniest scenes are either Mann's alone or show her riffing with actresses Melissa McCarthy and Annie Mumolo (who cowrote Bridesmaids with Kristen Wiig). Like Bridesmaids, This Is 40 is a comedy focused on a woman that will likely resonate with (and crack up) men, too. Mann's appeal comes from the juxtaposition of her leading-lady beauty and the unself-conscious, gung-ho vigor she brings to her performances. In movies rife with top-shelf comedic talent, Mann's bits are the ones that often end up as favorites on YouTube (her drunk driving, Missy Elliott–quoting, barfing hot girl in The 40-Year-Old Virgin; the nightclub "doorman" scene in Knocked Up; her hilariously bad imitation of Eric Bana's Australian accent in Funny People). This Is 40, however, will be harder to dice up: Mann doesn't just walk off with scenes—she steals the show.

Mann says she entered her twenties a very different performer—someone shy and lacking confidence. She was raised by her real estate–agent mother in Newport Beach, California, the youngest in a pack of kids that included two siblings and three older step-brothers. "My mother married three times," she says. "My dad is...I don't really have one. I mean, he does exist, but I have zero relationship with him." Feeling lost in the shuffle, Mann hit upon becoming an actress. "I just really liked the idea of being able to express myself," she says.

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After high school, she took an acting class with Joanne Baron, a disciple of famed instructor Sanford Meisner, and Baron saw promise. "As an acting teacher, people will literally say to you, 'I want to be famous,'" Baron says. "Leslie was interested in exploring her feelings and expressiveness and was looking for a way to access her imagination. She had an authentic sense of purpose."

Mann had no connections to the movie industry and wasn't sure how to get her foot in the door. But Baron galvanized her. "She called and called and called," Mann recalls. "I wound up taking more classes with her and kind of figured out how it all worked." She later studied with the Groundlings, the improv troupe whose alumni list reads like a Who's Who of modern comedy: Will Ferrell, Melissa McCarthy, Maya Rudolph.

Through acting, Mann says, she painfully turned herself from someone who was "completely shut down" to someone who could open up. The process was "horrible. It was the hardest time ever." But casting directors took notice—"Her voice and her physical beauty and her extreme likability all flowed together in a manner where people wanted to work with her," Baron says—and Mann began getting auditions and plum roles.

It was while auditioning for Ben Stiller, director of The Cable Guy, that she first met Apatow, a producer on the project. "There goes the future Mrs. Apatow," Apatow tells me he said when Mann walked away—something he insists he didn't say about every pretty actress who crossed his path. "I had a soul connection instantly. I meant it. That's why I remember it."

He's wandered down from their room at the Ritz to check in on the interview and update Mann on their daughters, who are upstairs engaged in the great sisterly pastime of bickering. (Maude is upset about her poor cell phone reception; Iris wants a pair of Care Bears slippers from Paris superboutique Colette.)

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Did Mann feel a soul connection too? "No. I was in a panic. Auditioning is so nerve-racking. I remember thinking Ben was cute." After Mann got the role, she says that Apatow's sister, who was working for Stiller, kept sidling up to her and talking about Judd's many dates. "I thought, Oh, great, good for him. That's nice."

"That's a complete fabrication," Apatow interjects.

"It's totally true," Mann says.

Apatow finally got up the nerve to ask her to a basketball game and made her dinner beforehand at his place: "spaghetti with Ragú sauce and Wonder bread with Fleischmann's margarine," she says. And then he showed her his favorite parts of his movie Heavyweights. "Like he was trying to impress me." Until then, she'd been thinking the evening was collegial, but "on the way to the basketball game, I was like...Oh! It hit me. My previous boyfriend was really mean. And I thought, [Judd's] nice. This is the type of person I should be with. And then we made out after the game."

When did she realize Apatow might be the future Mr. Mann? "I think the morning after—oops! I slept over, but nothing happened. We just kissed a lot. But I remember driving home feeling so happy and like...I felt like I was already in love."

"I was in love when I said, 'There goes the future Mrs. Apatow,'" Judd says. They smile at each other. The chemistry between them is palpable—much less fractious, but no less interesting than Mann's interactions with on-screen spouse Rudd.

Mann and Apatow have developed a creative partnership that encompasses everything they do, from raising children to making movies, with their home life inspiring much of what you see on-screen. Before Apatow begins a script for Mann, they brain-storm, sometimes improvising with the other actors. On set, they improvise some more, embellishing and improving the scenes in the moment. Apatow works this way on all of his projects, but on Knocked Up and This Is 40, every marital argument or banal dinner with the kids could become fodder for the film.

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In recent years, Apatow has been credited with bringing funnier and more complex women to big and small screens as a producer for Bridesmaids and HBO's Girls. And though critics argued about whether Knocked Up was "a little sexist," as Katherine Heigl said in Vanity Fair, the case could also be made that it was a breakthrough in that it offered fully developed female characters alongside the standard-issue bong-sucking dudes of comedy. Further, Apatow has taken on Saturday Night Live writer Paula Pell as his regular collaborator; she's currently developing a script for Mann and McCarthy that's slated for filming next year.

Apatow says he is focused more on funny girls because of explicit encouragement from his wife. "Leslie would always say, 'There aren't good roles for women, the female parts aren't developed, the women are serving the men.' And just seeing the stack of scripts she had to read showed me how little effort was put into making great female characters." He began by taking on the problem as a creative exercise. Hired to do a rewrite of The Wedding Singer, he aimed to make Drew Barrymore's role as funny as Adam Sandler's. On Freaks and Geeks, he paid special attention to Linda Cardellini's character. And later, when he saw how funny Wiig was in Knocked Up, he decided to approach her about writing a starring role for her the same way he would for someone like Steve Carell. "If Leslie didn't mention it, I don't know if I ever would've thought about it. But once you notice it, you get ashamed. When you're reading other people's scripts, your friends' scripts, and seeing your friends' movies, suddenly it sticks out: Oh my God, what were they having that poor actress do?"

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Mann initially demurs to her influence. "He makes his own decisions. Women have always been well represented in his movies, and he's doing better all the time." But later she admits that the depiction of women in film is "all I talk about." She sometimes considers Apatow her "interpreter," shaping her inchoate ideas into movies that can be pitched to the suits. "So, yes, I'm the secret voice behind," she says, half-jokingly. "I don't ever hold back with him."

And Mann's job doesn't end when Apatow says "cut." He shows her rough cuts of the edited movie, and she'll tell him where she sees problems with the story, the music cues, the pacing—even when she knows it's not what he wants to hear. "I want to kill her," Apatow says. "I just want to be told it's great. I actually don't even care if it works. I just want to stop. And Leslie will say, 'That scene is not good. I don't care what you think. It's not good yet.' And sometimes she'll say, 'That scene is too funny. It would work better if you remove three jokes and let it be more emotional.'"

The couple's close working relationship—and their children's roles in Apatow's films—have brought charges of nepotism. In a review of Funny People, for example, a Slate critic charged that Apatow "can't bear to sacrifice one...chance to ogle his pretty wife and frequent leading lady, Leslie Mann. And though she...may love him for it, that all-inclusiveness is harming Apatow's work," preventing him from deploying the necessary ruthless precision.

Seth Rogen, another Apatow regular, fiercely disagrees. "First of all, Judd's not the only one who puts Leslie in movies, so it's a ridiculous argument right there," he says. As for the notion that working with the people you're closest to hampers creativity, "I'm the wrong guy to ask. I just made a movie with six of my best friends. I think you get better work when you do know the people well. It creates an environment where everyone feels more free to express ideas."

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Mann says she and Apatow originally started working together to avoid the long separations that can be part of moviemaking—you know, Mom shooting in Toronto while Dad is in New York and the kids are home with various surrogates. But now she sees it as the best way to get at "the truth of everything" when the writer and director and actors are close enough to reveal their most intimate thoughts. "A lot of times you watch movies about [love and family], and they're not honest. It drives me crazy, because I feel like there's something wrong with me: I'm too emotional or I'm crazy because I'm not as perfect as these movie people in this movie relationship, where everything is a big fat fucking lie."

Burr Steers, who directed Mann in 17 Again opposite Zac Efron, says the emotional reality Mann brought to her scenes disarmed him. "She spills her guts out. She's fearless that way." The story, "a very old, worn" Hollywood chestnut in which her husband has been magically turned into a teenager, "is completely outlandish," he says. But Mann found a way to make it seem true.

Speaking of reality checks, Mann tells me a funny story about an actor (who shall remain nameless) who thought her on-screen affections were a little too genuine and misunderstood their relationship. I can see why he'd make the mistake. Mann is easy to talk to and bond with, acerbically funny one minute and nakedly fragile the next. "From the minute I met her, I felt she was very nurturing," says Paula Pell. "She's always observing my health and likes to check in. I was touched by it. And she's not bullshitting. Everyone knows people like that: You're looking at their milky, glazed-over eyes, and you know they're not listening. But she has a genuine curiosity about other people."

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Megan Fox, who costars in This Is 40, notes that during a scene in which she had to take off most of her clothes and be groped by Mann, she could tell that Mann was the mother of two girls. "She was protective of me. She wanted to get it over with as fast as possible, so I could get my clothes back on. She was being maternal."

Does her free-flowing empathy make all her costars crush on her? Jason Bateman? Adam Sandler? Owen Wilson?

"No, uh-uh, no," she says, shrugging, as I name each actor.

"Paul Rudd?"

"No! God, no!" she says, with something close to horror.

Rudd laughs when I tell him about her reaction. "I adore Leslie, and we are great friends—but brother and sister is not that far off" from a description of their relationship, or "husband and wife who've been married a very long time."

The very first scene he shot with her for Knocked Up was the bathroom scene, where Rudd's Pete suggests they have sex and Mann's Debbie reacts with comic dread. They did a lot of improvised fighting that day, he says. "She's so good and gets so intense and into it, I remember thinking the next day, She hates me. She totally hates me." He confessed his insecurity to someone else on set, and Mann came over to reassure him. "I don't hate you at all," she said. "I hate Judd."

Mann took a lot of flack after Knocked Up for Debbie's rage issues. "I was doing interviews during the [foreign press junket], and people, mainly men, kept saying, 'Why you such a beetch?'" Mann prefers to think of Debbie as "struggling," but admits that when she saw the film, "I thought I do behave like that a lot of the time, and I should stop that."

It was Judd's idea to create a sequel to flesh out Debbie and Pete and show the viewer the roots of Debbie's struggling and Pete's passive-aggressiveness. Some of the most touching scenes in This Is 40 are the couple's efforts to come to terms with their parents, with John Lithgow playing Debbie's remote father and Albert Brooks playing Pete's suffocating, entitled father.

Mann admits that the setup is something of a case of life imitating art, although, she says, her father is much more distant. "That was my fantasy deadbeat dad," she says. "But that's where it's like our lives. Only it's kind of inverted and turned around and backward and upside down, and it includes other ideas."

She's trying to make sure Iris and Maude never feel abandoned or secondary to her career. She hates having to go far from home for a shoot and even feels bad leaving the kids with a babysitter. She thinks her guilt is a reaction against the laissez-faire parenting of the '70s and '80s. "We're all up their asses because we think that's the best way to do it. And how will they turn out? Are they going to be complaining just as much about us? Probably! And then we're going to be like, 'We gave up everything for you! How could you?' And they'll resent us even more," she says, growing animated, warming to her topic. "Maybe there's no right way to do any of it. Maybe that's what the next movie is. This Is 50. And how we screwed up our kids and did exactly what our parents did to us! And we're like...shit!"

She laughs ruefully and gazes out at the courtyard again. "Is it raining?" she says. "How beautiful this is." I hadn't noticed, but it has started drizzling, and it is lovely and moody with the ancient edifice of the Ritz rising up to the gray Paris sky. She grabs my arm, her eyes welling up again. "We may never get to experience this again. Look how pretty it is. It's all so beautiful."

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